WITTCHEN SA (3/2018) Adoption of a resolution on the intention to merge the Issuer with a subsidiary

Legal basis: Article 17 para. 1 MAR - confidential information. Management Wittchen S.A. ("Issuer", "Acquiring Company"), informs that on 31 January 2018 it adopted a resolution on the intention to merge ("Merger") of the Issuer with its subsidiary JR Wittchen Premium sp. O.o. ("Acquired Company") with its registered office in Kiełpino, entered into the Register of Entrepreneurs kept by the District Court for the Capital City of Warsaw in Warsaw, 14th Commercial Division of the National Court Register under the number KRS: 0000699002 (hereinafter referred to jointly as "Companies"). As a result of the adopted resolution, the Management Boards of the Acquiring Company and the Acquired Company agreed and signed the Plan of Merger of Companies ("Merger Plan"). The merger of the Companies will take place in the mode of art. 492 § 1 point 1) of the Code of Commercial Companies ("KSH"), that is by transferring all assets of the Acquired Company to the Acquiring Company (merger by acquisition). Considering the fact that the Issuer is planning to acquire its one-man subsidiary, in which it holds 100% of shares in the share capital and 100% of votes at the Shareholders Meeting of the Acquired Company, the Merger will take place pursuant to art. 515 § 1 of the Commercial Companies Code without changing the Articles of Association of the Acquiring Company and without increasing the share capital. In addition, pursuant to art. 516 § 6 of the Commercial Companies Code, the planned merger may take place in the so-called simplified procedure, under which written reports of the Management Boards of the merging Companies will not be prepared, as well as the Merger Plan will not be audited by a certified auditor. Pursuant to art. 493 § 1 of the Commercial Companies Code, the acquired company will be dissolved without liquidation proceedings on the day of its removal from the register. The Issuer's core business is the retail sale of footwear and leather goods in specialized stores. The basic subject of the Acquired Company's activity is the activity related to the provision of employees. The Issuer's activities will be continued in the existing scope. Also the operations of the Acquired Company understood as the scope of tasks performed by its employees will be continued through the integration of the existing processes in the structure of the Issuer. The rationale for the Merger is the implementation of the Issuer's strategy and economic considerations. The connection is carried out due to completion of process unificationsales in locations previously operated under the Wittchen brand and under the VIP Collection brand and in connection with activities leading to the integration of logistics and sales processes supporting foreign development in the Acquirer. Thanks to the planned Combination, the organizational structure of the Issuer's Capital Group will be simplified and its operational efficiency will increase. The merger will, in particular, lead to the integration of the companies' enterprises and activities carried out by the Companies, which in turn will facilitate the management process of the Wittchen SA Capital Group, including management costs, administrative and operational costs related to the operation of two separate legal entities. The Issuer submits the Plan of Merger of Companies prepared in accordance with art. 499 § 1 of the CCC, together with the attached documents referred to in art. 499 § 2 KSH.

Source: company website, investor relations, current and periodic reports.

Company information
Company name:Wittchen SA
Adress: ul. Ogrodowa 27/29 05-092 Łomianki
Phone:+48 22 7663333

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